Breathless
by fauxjuggernaut
Summary: "He moved his lips against her lips delicately as if to mend away the pain, and on account of her response, it seemed to be working. His fingers pushed some stray hair back then trailed lightly down her jaw line, enough to emit a low moan he wasn't used to." A very smutty one shot, written while I was having whouffle feels. ClaraxEleventhDoctor. Very explicit.


Hello fanfiction, long time no write, I apologize for that, high school sucks! So the other day I was looking up photosets after the season finale of Doctor Who and I realized that I really, really shipped Whouffle, which is problematic because I love River very very much.. But usually when I begin to ship things I tend to write about them. Though this is my first time experimenting with smut, usually its fluff, though this has a little fluff, but hey, I think I did well. As always credits to my best friend, 0401 for being the fantastic editor that she is. Umm yeah enjoy...

Disclaimer: I don't own Doctor Who or any of the wonderful characters though I do own many posters and wish I owned Matt Smith, dreams that will never come true. *sigh* Thanks for reading, hope you like it!

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"Clara, I think they are chasing us!" The tall man yelled, running as fast as he could, which admittedly was quite fast. Years of practice, the young girl beside him had deduced as she let out a pant of breath.

She glanced behind them at the large alien elephant stampede that was very much close to them, "Really?" She bit out, "I hadn't noticed, I thought we were running for fun!"

He gave her a look, somewhere between offended and a lost puppy, "Now is not the time for sarcasm, Clara," he chided softly, and she admits, she wasn't quite keen on the fact that his breathing wasn't as labored as hers. He grabbed her hand and that made her sort of forget about being angry at him then picked up his pace, "Come on, the TARDIS is this way," jerking her to the right, he lead her to the blue police box and slammed the door shut before the aliens could enter. "That was fun!"

Clara bit her lips, inhaling as much air as she possibly could, but never straying away from his face; his oh so angular face, with a little fringe of hair falling stylishly over his insipid green eyes. Her eyes trailed down to his mouth; his lips were set in a childish smile, his teeth perfectly straight grinning right though. Clara couldn't help but linger on his lips, his pouty lips in which the top one was slightly fuller than his bottom one, his oh so very kissable lips.

"So…much…fun," She finally managed to get out, her breathing finally returning to its normal rhythmic inhale, exhale pattern. She moved gingerly to a chair, frowning slightly as she finally felt the pain of her newly gained scratches and bruises. She glanced down and let out an audible groan, "Wonderful."

"What is it?" The Doctor asked; worry lacing his voice as he turned to her direction, though busy with pulling some levers on the TARDIS' center console.

"I ripped my new skirt," She pouted then shrugged, sitting back on the chair, "It's alright, I'll buy a new one."

A crease formed on his forehead as he stepped away from the console, his eyes never leaving his new companion, "Are you hurt?"

She glanced away from him, not wanting to show any weakness around him, "I'm fine…though my wrist…I may have sprained it."

"Let's have a look, shall we?" He moved closer to her, kneeling beside the chair she sat in. He grabbed her wrist gingerly and a look of guilt crossed his face as he realized that was the hand he had pulled when leading her to the TARDIS. She grimaced in pain, but it slowly went unnoticed as a yellowish glow appeared around her injury.

Clara gasped and almost breathlessly asks, "What is that?" He smiled brightly, dimples indenting his cheeks, but he refrained from giving her an answer.

The glow began to ebb away and the Doctor stood up, rubbing his hands together as if to keep them warm, "Okay, move your wrist around."

"No! It'll hurt – it's sprained," Clara argued.

The smile never wavered from his face, if anything it grew. "Trust me, Clara, I'm a doctor." Clara let out a chuckle from his silly pun, rolling her eyes. She followed his orders and moved it back and forth, then glanced at him, mouth agape.

"How'd you do that?"

"Magic," He winked. "Although, I cant fix your skirt – haven't quite mastered the art of sewing, but even better; I can take you to the biggest mall in the galaxy and get you an even better one."

She smiled at him, stretching out, "I'd love to, Doctor, but after being chased by a heard of mutant elephants, I think I'd prefer a nap."

"Aw, but that's so boring and I want to do something fun – ever been to a roller coaster on the rings of Saturn?"

Clara raises an eye brow, " As wonderful and exciting as that sounds, I think I'd rather pass."

He made a face, those pouty lips almost begging for a kiss, "You humans are so dull, how can you stand your tedious little lives?" She laughed at his childishness and got up from her seat, not failing to notice there close proximity. If she could just tip toe just a tad she would be able to snog him like she so badly wanted to.

But she didn't. "Doctor, I think we've had enough adventure for one day, how about tomorrow, we go to the mall or where ever?"

He grinned slightly and almost juvenilely said, "It's tomorrow somewhere else right now…" But he sighed once he saw the un-amused look Clara had given him. He complied, "Alright, alright, but now I'm very bored now…"

Damn that bloody pout of his – she quickly found it was her weakness. She wasn't quite sure how or when she had shifted even closer to him, but she soon felt his breath hit her face. She tip toed so they were nearly level with each other. "Doctor…" He voice was something above a whisper and he would never say it out loud, but hell, it made his hearts beat just a tad faster.

He didn't have much time to respond to her, though. In barely a blink, she found her lips pressed against his. His oh so soft and utterly lush lips. Her hands had made its way between their bodies, gliding softly over his askew shirt until it reached the messy bow tie. As if her hands had a mind of their own, she found herself entrancingly undoing the bow, her lips refusing to leave his.

He wasn't sure of anything in that moment, but he knew the feel of Clara's lips against his, although he had been working his own lips against hers without fret, it was something oh so wrong.

And when he finally understood the depth of what was going on, he gently pulled away pushing her back, "Clara, I don't know if this is a good idea…" The softness in his voice broke her, and she looked away ashamed, snatching her hand away from his chest.

She couldn't help the tears that brimmed her eyes, "Oh God, that…I shouldn't have – I'm sorry… I should," She didn't quite know what to say and if they hadn't been in their current predicament, the Doctor would have found it comical. She broke away from him, heading to a room – she couldn't take the ignominy that plagued her.

Before she could take another step, his hand reached out, snatching her wrist and pulling her towards him. He didn't like seeing her upset and he felt so terrible knowing he was the cause. He trapped her hand between their chests as he pulled her even closer to him, his hand finally free to cup her face. With his thumbs, he swiped away her stray tears and then his grip pulled her closer, their lips meeting once again.

He moved his lips against her lips delicately as if to mend away the pain, and on account of her response, it seemed to be working. His fingers pushed some stray hair back then trailed lightly down her jaw line, enough to emit a low moan he wasn't used to.

Her gasp of delight was enough to drive him senseless. Her free hand finally moved, gripping his neck, pulling him closer to her – it was impossible to get any closer. Her fingers played with the silken hair on the nape of his neck and the hand that was trapped was suddenly clawing into him, begging him for more.

Air. That was the reason she pulled away. She needed so badly to catch her breath, but that didn't stop the Doctor from trailing his lips wickedly down her neck, sending shivers down her spine at his wet love bites.

Neither of them was quite sure when they had made it to a bedroom, but neither of them bothered to ask. His hands held her face as he placed forehead against hers.

It was an unspoken question that he asked her, an inquiry of sorts that she answered back readily, equally as silent.

Are you sure?

Of course.

He kissed her once more, laying her down on the bed beneath him. He had no time at all to hover over her; her legs were already hastily wrapped around his hips, crushing his body to hers. And she felt everything.

Two erratic pulses mending with her own.

Labored breathing that brought her secret delight.

And exactly just how much he wanted her.

Her hands were shaky as she tried in vain to unbutton his shirt – the tie had gone off a while ago. He chuckled against her skin, lifting off if her to undo his own shirt, as she frantically tugged off her own.

Gazing up at his naked torso, she found herself wondering how he'd gotten so fit. She reached her hand out to delicately touch it as if it were a masterpiece – and in a way, to her, it was. It was enticing and arousing all at once, she almost didn't even feel the doctors gaze on her own body.

Some where along the way, shoes had gone off. Perhaps it had been before they reached the bedroom, but Cara hadn't quite noticed until that moment where she tried to tug of his trousers with her feet.

He chuckled at her futile attempts, and grabbed her whimsy feet by the ankles, pulling them away from him and placing them on the bed, bending her knees in the process.

She wasn't quite sure what was happening – and she found herself often confused that day; not sure whether she liked it or not – but it suddenly became clear as her skirt ripped further, leaving her in her very blue knickers.

She gasped at the force and strength he had put into getting rid of her already ruined skirt and he tilted her head at her choice in under garments.

Little green aliens printed along both her bra and panties. But the doctor wastes no time in pondering and then his lips are on hers again. The kiss is soft and sensual and nothing she would have expected. She parts her lips, craving more from his mouth. His tongue working magically against her own and sending tingles down her body.

A heat pours into her stomach, coiling around and filling her with warmth. She brings her legs up around his hips, locking her ankles and pulling his body closer to hers, almost pleading with him to never let her go.

Her back arches when his hands stroke her ribs, just below her breasts and his teeth graze her lips. She's getting light headed and he pulls away from her lips letting her take a breath. His lips trail down her jaw until he reaches his earlier love bite and presses a kiss to it.

She let out a gasp because she honestly was not expecting it to sting. His hands find their way to her thighs, unlocking her legs and holding them down.

"Doctor…" she mumbles out.

"Hmm?" He hums out against her flesh, vibrations riveting her body. His thumbs run circles against the inside of her thighs, slowly moving upwards, pushing her boundaries. His breath is hot against her neck, sending her body in a fit of goose flesh and heat waves.

She lets out a startled gasp, arching her back in the process as she feels his hands dip beneath her panties and graze her soft flesh. He takes that moment to reach with his free hand beneath Clara's raised back and expertly unclasps her bra. He caresses her skin moving from beneath her back to mound of her breasts, tugging off her bra, and exposing her taught nipples to the cool air.

Her hands fly to her breasts, rubbing and kneading to her pleasure and it surprises both her and the Doctor at her boldness.

Her head falls backwards, her mouth wide open and a strangled moan escapes her when the Doctor slips in a finger, impelling in and out in a slow progression, curling his finger before pulling out.

One arm still wrapped around her swollen mounds as her other trails down her body to finger her very sensitive clit. The Doctor can't help but watch, complete and utterly enticed.

She moans out in bliss mumbling his name and then she's begging for more.

And he complies, slipping in a second finger amidst his steadily increasing rhythm. He scoots downward to his fingers' level. He removes her hand from her clit, holding down her wrist to the silken covered mattress and replacing his own fingers with his tongue.

Her eyes roll back, enough to make it hard for her to see as her restrained hand claws the sheet beneath them and her free hand finds its way to the Doctor's hair, weaving in, silently pleading for him to continue. The Doctor's hand that wasn't holding onto her wrist moved to continue her clit stimulation. His tongue expertly licking up and down her, tasting and savoring her warm juices. The tip of his tongue wiggles side to side against her entrance before penetrating her.

She's calling out his name over and over. Her hips are grinding up against his mouth, begging for more, but it's restrained by his thumb viciously pressing and rubbing her throbbing clit. She's so close. She can feel it. He presses his mouth to her, his teeth grazing her wet flesh then pulls away, not before lightly sucking on her lips, in time for her orgasm to roll over her body, soaking all around her.

Her body is trembling, her breathing is heavy. She's in some sort of shock, still recovering – she was not expecting it to be so intense.

"Are you okay?" He murmurs. And it takes Clara a second to calm down, but she finally nods her head.

"Take your pants off." She orders. "Its not fair," she offers as an explanation, motioning to her naked self. He chuckles and complies, tugging off his trousers and pants and tossing them somewhere.

She felt her heart beating against her chest as he hovered over her. Instinctively, her hand slides to his neck and her other hand cups his cheek.

He bends down, kissing her and he doesn't have to ask for entrance; it's already granted and their tongues collide. She can taste her self on him and it turns her on more than she could have imagined.

His hips seem to move in a grinding motion and she let out a strangled whimper as his hard length grazed her sensitive entrance.

He pulls away, his breathing heavy and he rests his head against hers like before. She glances up at him in a daze and he watches her as he enters her. He's extremely slow, but he loves the shift in her face at the size of him. Her eyes almost seem glazed over and her mouth is parted as she presses her body against his. Her hardened nipples grazing his lean chest, "Doctor…"

The moan she lets out is breathless.

He was fully in her before he began to thrust at a slow pace, but she begged for him to go faster, and he complied picking up his speed. "Oh my god – Doctor!" her hands went to his chest, clawing at his skin as he plummeted into her over and over again.

One of his hands held on to her thigh so tight, she was sure there would be marks, while his other hand reached to stroke her face. She leaned into his touch, though unable to close her eyes – just stare at him wide eyed, biting her lips to stop her screams.

His groans were deep and she felt it vibrate through the tips of her fingers. He watched as her breasts moved up and down at every thrust. His hand moved down from her cheek to one of her erect nipple, squeezing it lightly enough to get a reaction.

One of her hands claws down his abdomen, leaving angry red marks. He dipped his head to her neck, biting her skin before taking it in his mouth and sucking lightly, leaving yet another hicky. Her hands, trapped between their bodies, find her clit and start fingering in quick circular patterns, finding that it was giving her so much more pleasure.

Her hips buck against his, their bodies radiating heat off of each other and then she feels it. She feels her body shaking, her vision blurring, her breathing shallow. She felt his mussels contract, his pace becoming sloppy, and his mouth releasing her skin.

Her name is being yelled into her neck and she's yelling out his.

And finally they reach their high – her before him, because the doctor was a firm believer in ladies first.

He pulls out and collapses on top of her. It takes a moment of heavy breathing and pounding hearts until the silence is finally broken, "Well that was..."

She finished the sentence for him, "Wonderful." She found herself curling up against him, just wanting to be near him, just wanted their bodies touching. He wrapped his arms around her, loving the feel of her warm skin against his.

"I thought you said you were too tired for another adventure?" He mumble sitting up just slightly and looking into her eyes with amusement.

"I'm okay with this kind of adventure though. We should do this more often." He bent down and kissed her softly, stroking her hair and then moved his lips to kiss the side of her neck. She shuddered against him and he arranged the very messy comforter on top of them.

"Clara, I..." but she was already asleep. He chuckled and kissed her forehead, and turned off the light. He wrapped his arms around her and in her sleep she curled up against him. "My impossible girl, my Clara."


End file.
